SEC Reporting Requirements. For the period commencing on the Execution Date and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Property Owner shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OP, provide CBL/OP and its representatives with (i) all financial, leasing and other information pertaining to the period of Property Owner's ownership and operation of the Property that is relevant and reasonably necessary, in the opinion of CBL/OP's outside, third party accountants (the "Accountants"), to enable CBL/OP and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OP; and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of CBL/OP; and (ii) a representation letter, signed by the individual(s) responsible for Property Owner's financial reporting, in the form prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such representation letter is required by the Accountants to render an opinion concerning Property Owner's financial statements.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CBL & Associates Properties Inc), Purchase and Sale Agreement (CBL & Associates Properties Inc)
SEC Reporting Requirements. For the period commencing on the Execution Date and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Property Owner Contributors shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OP, provide CBL/OP and its representatives with (i) all financial, leasing and other information pertaining to the period of Property Owner's ownership and operation of the Property that is relevant and reasonably necessary, in the opinion of CBL/OP's outside, third party accountants (the "Accountants"), to enable CBL/OP and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OP; and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of CBL/OP; and (ii) a representation letter, signed by the individual(s) responsible for Property Owner's financial reporting, in the form prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such representation letter is required by the Accountants to render an opinion concerning Property Owner's financial statements.
Appears in 2 contracts
Samples: Contribution Agreement (CBL & Associates Properties Inc), Contribution Agreement (CBL & Associates Properties Inc)
SEC Reporting Requirements. For the period of time commencing on the Execution Date date hereof and continuing through the first anniversary of the Closing Date, and without limitation of other document production otherwise required of Property Owner's Property Manager hereunder, Property Owner Seller shall, or shall cause Property Owner's Property Manager to, from time to time, upon reasonable advance written notice from CBL/OPPurchaser, provide CBL/OP Purchaser and its representatives with (i) access to all financial, leasing financial and other information pertaining to the period of Property OwnerSeller's ownership and operation of the Property that Property, which information is relevant and reasonably necessary, in the opinion of CBL/OPPurchaser's outside, outside third party accountants (the "Accountants"), ) to enable CBL/OP Purchaser and its Accountants to prepare financial statements and conduct audits of such financial statements in accordance with generally accepted auditing standards such that CBL/OP shall be in compliance with any or all of (a) Rule 3-05 (but only to the extent such Rule 3-05 references Rule or 3-14 of Regulation S-X of the regulations of the Securities and Exchange Commission (the "Commission")) and Rule 3-14 of Regulation S-X of the regulations of the Commission, as applicable; (b) any other rule issued by the Commission and applicable to CBL/OPthe Purchaser; and (c) any registration statement, report or disclosure statement filed with the Commission by by, or on behalf of CBL/OPPurchaser; and (ii) a representation letter, in form specified by, or otherwise reasonably satisfactory to the Accountants, signed by the individual(s) responsible for Property OwnerSeller's financial reporting, in the form as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, if such which representation letter is may be required by the Accountants in order to render an opinion concerning Property OwnerSeller's financial statements. Purchaser shall indemnify Seller upon demand for all liabilities, obligations, costs and expenses actually incurred by Seller in connection with (i) Seller's compliance with its obligations under this Section 16.21, (ii) any claims made under this Section 16.21 and (iii) any claims made with respect to the representation letter.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Brandywine Realty Trust)